General Terms and Conditions of Expand Future GmbH (hereinafter the "GTC")

General Terms and Conditions (GTC) of Expand Future GmbH
Last updated: 2026

These GTC apply exclusively to business clients (B2B). We do not enter into contracts with consumers.

1. Scope

1.1 These GTC govern all services provided by Expand Future GmbH (“Expand Future”, “we”, “us”) to its clients (“Client”, “you”).

1.2 Our services include, in particular:

Cross‑Border Dealflow (business introductions),
Market Entry & Expansion (project‑based consulting/mentoring),
Private Advisory (retainer‑based advisory for selected clients).

1.3 These GTC apply only to entrepreneurs and business entities. We do not enter into consumer contracts.

1.4 Different or conflicting terms and conditions of the Client apply only if expressly accepted by us in writing.

1.5 Individually negotiated agreements (e.g. Engagement Agreements, Project Agreements, Advisor Agreements) prevail over these GTC to the extent they differ.

2. Services and regulatory scope

2.1 Cross‑Border Dealflow (Service 1)
We identify and introduce the Client to potential investors, strategic partners, distributors, and M&A counterparties for specific opportunities. We act as a business introducer and strategic sparring partner.

2.2 Market Entry & Expansion (Service 2)
We provide project‑based consulting on market entry and expansion between Europe and China, including strategy documents, partner mapping and go‑to‑market structuring.

2.3 Private Advisory (Service 3)
For selected former clients and founders, we provide a structured advisory retainer with a defined monthly time allocation. This service is not publicly advertised and is invitation‑only.

2.4 No regulated financial services
Expand Future does not provide:

investment advice within the meaning of securities / investment law,
portfolio management,
regulated securities brokerage,
insurance mediation,
regulated wealth management.

All activities are performed within the scope of our Austrian trade licences, in particular free trades such as “namhaftmachung” / introductions and permitted consulting and teaching activities. In line with the concept of pure data-/information‑forwarding that is not considered insurance mediation (GewO §137a Abs. 2 Z 3–4), we only connect parties but do not promote or sell specific financial products.

2.5 No guarantee of success
Unless explicitly agreed otherwise in writing, we do not guarantee the conclusion of any transaction, partnership or financing, nor any specific economic result.

3. Conclusion of contract

3.1 Information on our website, presentations and marketing material is for general information only and does not constitute a binding offer.

3.2 Contracts between Expand Future and the Client are usually concluded by signing an individual Engagement Agreement, Project Agreement or Advisor Agreement.

3.3 Amendments and supplements must be made in writing (email suffices unless agreed otherwise). This also applies to any waiver of the written form requirement.

4. Client’s duties to cooperate

4.1 The Client shall provide all information and documents necessary for our services in a complete, accurate and timely manner.

4.2 The Client shall promptly inform us of any changes that are relevant to the engagement (e.g. ownership changes, transaction terms, key management changes).

4.3 If the parties have agreed on exclusivity for a certain scope, the Client shall not engage another intermediary for substantially the same scope during the agreed term.

4.4 If the Client violates its duties to cooperate and this significantly impairs our work, we may suspend services, terminate the contract for cause and invoice additional reasonable costs caused by the breach.

5. Fees

5.1 The applicable fee structure is defined in the individual contract. It may include:

Engagement Fee: a one‑off fee at the start of a dealflow engagement (e.g. EUR [●–●]).
Success Fee: a percentage of the transaction value payable upon Closing (e.g. [●]% – exact percentage to be agreed).
Equity component: an optional equity stake (e.g. [●]% – separate agreement).
Project Fee: a fixed fee for a defined market entry / expansion project (e.g. EUR [●–●]).
Advisory Fee: a monthly retainer for Private Advisory (e.g. EUR [●–●] per month).

5.2 Unless agreed otherwise:

Engagement Fees are due upon signing the Engagement Agreement.
Success Fees are due upon Closing of the respective transaction.
Project Fees are typically payable 50% at project start and 50% upon delivery of the main deliverables.
Advisory Fees are payable monthly in advance.

5.3 “Transaction” and “Transaction Value” are defined in the individual Engagement Agreement. “Closing” means the date when the main transaction agreements are effectively executed and the key obligations (such as payment of consideration, transfer of shares) are fulfilled or irrevocably committed.

5.4 All fees are net of value added tax (VAT). VAT will be added where applicable.

5.5 Reasonable out‑of‑pocket expenses (e.g. travel, translations, external experts) will be invoiced separately if agreed in advance.

6. Payment terms and default

6.1 Invoices are payable within fourteen (14) days of the invoice date, without deduction, unless agreed otherwise.

6.2 In case of late payment, we may charge interest at the statutory commercial rate for B2B transactions, and claim reasonable reminder and collection costs, in line with Austrian business practice and the principle in DLG §22 Abs.1 Z 9 that pricing and cost information be transparent.

6.3 In case of significant payment default, we may suspend services or terminate the contract for cause after prior written notice and a reasonable cure period.

7. Tail / trailing clause

7.1 The Client acknowledges that the value of our services lies particularly in the introductions we provide.

7.2 Unless agreed otherwise in the Engagement Agreement, we are entitled to the agreed Success Fee for any Transaction concluded:

during the term of the Engagement Agreement, or
within eighteen (18) months after its termination (Tail Period),

if the Transaction is concluded with a party that we introduced to the Client during the term.

7.3 A party is deemed “introduced” if we have, for example:

listed the party in written materials (emails, decks, lists), or
arranged or participated in a meeting or call between the Client and the party, or
forwarded meaningful communication or materials between the Client and the party.

7.4 We maintain an internal record of introduced parties and will provide reasonable extracts on request.

8. Liability

8.1 We are liable to the Client only for damages caused by intent or gross negligence.

8.2 Any liability for slight negligence is excluded to the extent permitted by applicable law.

8.3 Except in cases of intent, our aggregate liability under a specific engagement is limited to the total Engagement Fee actually paid by the Client for that engagement.

8.4 We are not liable for:

loss of profit, loss of business opportunities, or other indirect or consequential damages;
whether a Transaction, partnership or investment actually closes;
decisions, behaviour or creditworthiness of investors, partners or other third parties;
the economic success of the Client’s projects;
the accuracy or completeness of information provided by the Client or third parties.

8.5 Nothing in these GTC excludes liability where such exclusion is prohibited by mandatory law.

9. Confidentiality

9.1 Both parties shall keep confidential all non‑public information received from the other party in connection with the engagement and use it only for the agreed purposes.

9.2 Confidential information includes, in particular, financials, business plans, transaction structures, partner lists, proprietary methods and all non‑public documents.

9.3 Confidentiality does not apply where the receiving party can demonstrate that information:

was already public or becomes public without breach of this clause;
was lawfully known before disclosure;
was independently developed without use of confidential information;
must be disclosed by law or authority (in which case the disclosing party should be informed where legally permissible).

9.4 Confidentiality obligations continue for five (5) years after the end of the engagement.

9.5 If a separate NDA exists, its terms prevail over this clause in case of conflict.

10. No investment, legal, tax or financial advice

10.1 All information we provide is for general business development and strategy purposes only. It does not constitute:

investment advice,
legal advice,
tax advice,
any regulated financial service.

10.2 The Client remains solely responsible for its decisions and must obtain its own qualified legal, tax, financial and other advice before entering into any transaction.

10.3 We do not guarantee success, return or the conclusion of any specific transaction.

11. Documents and data

11.1 We may retain copies of documents and data related to the engagement for documentation and legal retention purposes.

11.2 Data protection is governed by our Privacy Policy, which provides the information required under arts. 13–14 GDPR and DLG §22 Abs.4.

11.3 Upon written request and provided that no legal retention obligations prevent it, we will return or delete specific documents; we may retain copies where legally required.

12. Term and termination

12.1 The term, renewal and ordinary termination rights are set out in the individual contract.

12.2 Project‑based agreements (Service 2) end upon completion of the agreed deliverables, unless otherwise agreed.

12.3 Private Advisory agreements (Service 3) usually have a minimum term (e.g. six months) and can thereafter be terminated by either party with 30 days’ notice to the end of a calendar month, as defined in the specific Advisor Agreement.

12.4 Either party may terminate for cause with immediate effect if:

the other party materially breaches the contract and fails to remedy within a reasonable period after written notice;
insolvency or similar proceedings are opened or rejected for lack of assets;
legal or regulatory reasons prevent continuation.

12.5 Termination does not affect any accrued rights, in particular claims to Success Fees under the Tail Period clause.

13. Force majeure

13.1 Neither party is liable for failure or delay in performance due to events beyond its reasonable control (e.g. natural disasters, war‑like events, pandemics, serious IT outages, government measures).

13.2 The affected party must promptly inform the other party and take reasonable steps to mitigate the effects.

14. Governing law and jurisdiction

14.1 These GTC and any contracts between Expand Future and the Client are governed by the substantive law of the Republic of Austria, excluding conflict‑of‑law rules and the UN Convention on Contracts for the International Sale of Goods.

14.2 Exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship is Vienna, Austria, to the extent legally permissible.

Providing this information on applicable law and jurisdiction fulfils the duty in DLG §22 Abs.1 Z 7 to inform about such clauses.

15. Language

15.1 These GTC are provided in English. If we provide translations, the English version shall prevail in case of inconsistencies.

15.2 For internationally active companies it is accepted practice to provide GTC in a world language such as English, provided that business partners can reasonably understand them, in line with the reasoning in RS0118386.

Disclaimer

No investment or regulated financial advice
Expand Future GmbH does not provide investment advice, portfolio management, regulated securities brokerage, wealth management or insurance mediation. All activities are carried out exclusively within the scope of our Austrian free trades (in particular introductions/“namhaftmachung”) and permitted business consulting and teaching activities. Any presentation or introduction in relation to financial products is limited to forwarding of information and contacts; we do not recommend or sell specific financial products.
No guarantee of success
Cross‑border deals, partnerships and market entries are complex and depend on many factors beyond our control. Expand Future GmbH makes no representation, warranty or guarantee that any transaction will be concluded, any partnership will be formed or any particular economic outcome or return will be achieved.
No legal, tax or financial advice
All information provided by Expand Future GmbH – including website content, presentations, playbooks, reports and verbal statements – is for general business development and informational purposes only. It does not constitute legal advice, tax advice, financial advice or any other professional advice. Clients and recipients are strongly encouraged to consult their own qualified legal, tax and financial advisers before making decisions.
Website content
While we take great care in preparing the content of this website, we do not accept liability for the accuracy, completeness or timeliness of the information provided. Content may be changed or removed at any time without notice.
External links
Our website may contain links to third‑party websites. We have no control over and accept no responsibility for the content of external sites. The respective provider or operator is responsible for such content. Unlawful content was not apparent at the time of linking; if we become aware of any infringement, we will remove the link immediately.
B2B only
Expand Future GmbH offers its services exclusively to business clients, institutional investors, family offices and comparable professional counterparties. We do not offer services to consumers; consumer protection rules on distance selling and withdrawal rights do not apply.